END-USER LICENSE AGREEMENT
IMPORTANT - READ THIS END- USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE OPENING THE
DISK PACKAGE, DOWNLOADING THE SOFTWARE OR INSTALLING, COPYING OR OTHERWISE USING THE
SOFTWARE.
THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND VISONIC LTD. (“TYCO”) AND GOVERNS YOUR USE
OF THE SOFTWARE ACCOMPANYING THIS EULA, WHICH SOFTWARE INCLUDES COMPUTER SOFTWARE AND
MAY INCLUDE MEDIA, PRINTED MATERIALS, AND "ON-LINE" OR ELECTRONIC DOCUMENTATION
(COLLECTIVELY, THE "SOFTWARE"). BY BREAKING THE SEAL ON THIS PACKAGE, DOWNLOADING THE
SOFTWARE OR INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND
BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS
EULA, DO NOT OPEN, DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
1. SCOPE OF LICENSE. The Software may include computer code, program files and any associated media, hardware or software keys,
printed material and electronic documentation. The Software may be provided to you pre-installed on a storage device (the media) as
part of a computer system or other hardware or device (“System”). The Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties. All title and intellectual property rights in and to the
Software (including but not limited to any images, photographs, and text incorporated into the Software), the accompanying printed
materials, and any copies of the Software, are owned by Tyco and/or its suppliers. The Software is licensed, not sold. All rights not
expressly granted under this EULA are reserved by Tyco and its suppliers.
2. GRANT OF LICENSE. This EULA grants you the following rights on a non-exclusive basis:
1. General. This EULA permits you to use the Software for which you have purchased this EULA. Once you have purchased licenses for
the number of copies of the Software that you require, you may use the Software and accompanying material provided that
you install and use no more than the licensed number of copies at one time. The Software is only licensed for use with specified
Licensor-supplied Systems. If the Software is protected by a software or hardware key or other device, the Software may be used
on any computer on which the key is installed. If the key locks the Software to a particular System, the Software may only be used on
that System.
2. Locally Stored Components. The Software may include a software code component that may be stored and operated locally on one or
more devices. Once you have paid the required license fees for these devices (as determined by Tyco in its sole discretion), you
may install and/or use one copy of such component of the Software on each of the devices as licensed by Tyco. You may then
use, access, display, run or otherwise interact with ("use") such component of the Software in connection with operating the
device on which it isinstalled solely in the manner set forth in any accompanying documentation or, in the absence of such,
solely in the manner contemplated by the nature of the Software.
3. Remotely Stored Components. The Software may also include a software code component for operating one or more devices remotely.
You may install and/or use one copy of such component of the Software on a remote storage device on an internal network with all
of the devices and may operate such component with each device over the internal network solely in the manner set forth in any
accompanying documentation or, in the absence of such, solely in the manner contemplated by the nature of the Software;
provided however, you must still acquire the required number of licenses for each of the devices with which such component is to
be operated.
4. Embedded Software/Firmware. The Software may also include a software code component that is resident in a device as provided by
Tyco for operating that device. You may use such component of the Software solely in connection with the use of that device,
but may not retrieve, copy or otherwise transfer that software component to any other media or device without Tyco's express
prior written author- ization.
5. Backup Copy. You may make a back-up copy of the Software (other than embedded software) solely for archival purposes, which copy
may only be used to replace a component of the Software for which you have current valid license. Except as expressly provided in
this EULA, you may not otherwise make copies of the Software, including the printed materials.
. OTHER RIGHTS AND LIMITATIONS. Your use of the Software is subject to the following additional limitations. Failure to comply with any of
these restrictions will result in automatic termination of this EULA and will make available to Tyco other legal remedies.
1. Limitations on Reverse Engineering and Derivative Works. You may not reverse engineer, decompile, or disassemble the Software, and
any attempt to do so shall immediately terminate this EULA - except and only to the extent that such activity may be expressly
permitted by applicable law notwithstanding this limitation. You may not make any changes or modifications to any portion of the
Software, or create any derivative works, without the written permission of an officer of Tyco (except as provided in Section 3(f) of this
EULA with respect to “open source” software). You may not remove any proprietary notices, marks or labels from the Software. You
shall institute reasonable measures to ensure compliance with the terms and conditions of this EULA by your personnel and agents.
2. Copyright Notices. You must maintain all copyright notices on all copies of the Software.
3. Transfer. You may only transfer your rights under this EULA (i) as part of a permanent sale or transfer of all of the devices for which the
Software is licensed as applicable; (ii) if you transfer all of the Software (including all component parts, the media and printed
materials, any upgrades and this EULA); (iii) if you do not retain any copies of any portion of the Software; (iv) if the recipient
agrees to the terms
of this EULA; and (v) if the Software is an upgrade, such transfer must also include all prior versions of the Software. You agree
that failure to meet all of these conditions renders such transfer null and void.
4. Termination. Without prejudice to any other rights, Tyco may terminate this EULA if you fail to comply with the terms and conditions
herein. In such event, you must immediately destroy all copies of the Software and all of its component parts. To the extent the Soft- ware
is embedded in hardware or firmware, you will provide prompt access to Tyco or its representative to remove or lock Software features or
functionality as Tyco determines.
5. Subsequent EULA. Tyco may also supersede this EULA with a subsequent EULA pursuant to providing you with any future component,
release, upgrade or other modification or addition to the Software. Similarly, to the extent that the terms of this EULA conflict with any prior
EULA or other agreement between you and Tyco regarding the Software, the terms of this EULA shall prevail.
6. Incorporation of “Open Source” and other Third Party Software. Portions of the Software may be subject to certain third party license
agreements governing the use, copying, modification, redistribution and warranty of those portions of the Software, including what is
commonly known as “open source” software. A copy of each applicable third party license can be found in the file README.TXT or other
documentation accompanying the Software. Such open source software is not subject to any warranty and indemnity set forth in this
EULA. By using the Software you are also agreeing to be bound to the terms of such third party licenses. If provided for in the
applicable third party license, you have a right to receive source code for such software for use and distribution in any program that
you create, so long as you in turn agree to be bound to the terms of the applicable third party license, and your programs are
distributed under the terms of that license. A copy of such source code may be obtained free of charge by contacting your Tyco
representative.
7. Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Tyco, its affiliates or its
suppliers.
8. Rental. You may not sublicense, rent, lease or lend the Software. You may not make it available to others or post it on a server or web
9. Software Keys. The hardware/software key, where applicable, is your proof of license to exercise the rights
granted herein and must be retained by you. Lost or stolen keys will not be replaced.
10. Demonstration and Evaluation Copies. A demonstration or evaluation copy of the Software is covered by this
EULA; provided that the licenses contained herein shall expire at the end of the demonstration or evaluation
period.
11. Registration of Software. The Software may require registration with Tyco prior to use. If you do not register the
Software, this EULA is automatically terminated and you may not use the Software.
12. Additional Restrictions. The Software may be subject to additional restrictions and conditions on use as specified in the
documentation accompanying such Software, which additional restrictions and conditions are hereby incorporated into and
made a part of this EULA.
13. Upgrades and Updates. To the extent Tyco makes them available, Software upgrades and updates may only be used to
replace all or part of the original Software that you are licensed to use. Software upgrades and updates do not increase the
number of copies licensed to you. If the Software is an upgrade of a component of a package of Software programs that you
licensed as a single product, the Software may be used and transferred only as part of that single product package and may
not be separated for use on more than one computer or System. Software upgrades and updates downloaded free of
charge via a Tyco authorized World Wide Web or FTP site may be used to upgrade multiple Systems provided that you are
licensed to use the original Software on those Systems.
14. Tools and Utilities. Software distributed via a Tyco-authorized World Wide Web or FTP site (or similar Tyco-authorized
distribution means) as a tool or utility may be copied and installed without limitation provided that the Software is not
distributed or sold and the Software is only used for the intended purpose of the tool or utility and in conjunction with Tyco
products. All other terms and conditions of this EULA continue to apply.
15. EXPORT RESTRICTIONS. You agree that you will not export, re-export or transfer any portion of the Software, or any
direct product thereof (the foregoing collectively referred to as the "Restricted Components"), to IRAN, NORTH KOREA,
SYRIA, CUBA and SUDAN, including any entities or persons in those countries, either directly or indirectly (“Tyco’s
Position”). You also agree that you will not export, re-export or transfer the Restricted Components to any other countries
except in full compliance with all applicable governmental requirements, including but not limited to applicable economic
sanctions and constraints administered by any Israeli governmental authority, including, but not limited to the Israeli Ministry
of Defense, by any applicable treaty, applicable export control measures administered by Israel , U.S. Treasury Department
and applicable export control measures administered by the U.S. Department of Commerce and U.S. Department of State,
any other U.S. government agencies, and measures administered by the European Union or the government agencies of
any other countries. Any violation by you of the applicable laws or regulations of the U.S. or any other government, or where
you breach Tyco’s Position notwithstanding whether or not this is contrary to any aforementioned applicable laws or
regulations, will result in automatic termination of this EULA.